William P. Brown
About William P. Brown
William P. (Liam) Brown, age 65, has served as an independent trustee of EPR Properties since September 6, 2024. He is Group President, United States & Canada at Marriott International, overseeing development and management of a portfolio across 28 brands and 6,000+ properties; prior roles include Group President EMEA (2020) and President/Managing Director of Europe (2018–2019). Brown joined Marriott in 1989; he holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College, and an MBA from the Robert H. Smith School of Management at the University of Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | Group President, U.S. & Canada | Jan 2021–present | Oversees U.S./Canada portfolio strategy and operations |
| Marriott International | Group President, Europe, Middle East & Africa | 2020 | Regional portfolio leadership |
| Marriott International | President & Managing Director, Europe | 2018–2019 | Regional leadership |
| Marriott International | President, Franchising, Owner Services & Managed by Marriott Select Brands, North America | 2012–2018 | Franchise/owner services leadership; select service & extended stay |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| American Hotel & Lodging Association | Executive Committee member; Secretary/Treasurer (Board) | Trade association | Governance role in industry body |
Board Governance
- Independence: Board affirmatively determined Brown is independent per NYSE and EPR Independence Standards; only CEO/Chair Silvers is non-independent .
- Committee assignments: Audit Committee member (designated “audit committee financial expert” by SEC definition); Compensation & Human Capital Committee member .
- Attendance: Board met six times in 2024; trustees attended at least 98% of Board and committee meetings; each trustee attended the 2024 Annual Meeting (Brown joined Sept 2024; board-wide attendance disclosed) .
- Lead Independent Director: Virginia E. Shanks .
- Appointment details: Elected Sept 6, 2024; Board size increased from eight to nine; appointed to Audit and Compensation committees; entered standard Indemnification Agreement; no Item 404(a) related transactions reported .
Committee Assignments
| Committee | Role | Chair Status | Key Oversight Areas |
|---|---|---|---|
| Audit | Member; “financial expert” designation | Not Chair | Financial reporting integrity, auditor oversight, compliance, internal controls |
| Compensation & Human Capital | Member | Not Chair | Executive pay oversight, CD&A review, equity plan administration, human capital |
Fixed Compensation
| Component | Program Detail | William P. Brown – 2024 Amount |
|---|---|---|
| Annual retainer | $70,000; trustees may elect RSUs in lieu of cash at 150% of replaced cash value | Included in fees/RSUs below |
| Equity grant | $130,000 in RSUs at annual meeting; vest as noted below | Included in stock awards below (prorated for 2024 start) |
| Committee member fees | $12,500 per committee (non-chair), paid quarterly; Finance Committee prorated $6,250 for H1 2024 (not applicable to Brown) | Included in fees below |
| Chair retainers | $25,000 (Audit/Comp/Finance/Nominating); Lead Independent $30,000; may elect RSUs at 150% of replaced cash | N/A (not chair) |
| Reimbursements | Travel and up to $10,000 annually for director education | As incurred |
Director Compensation Summary (Fiscal 2024, prorated from 9/6/2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William P. Brown | 57,413 | 121,517 | 178,930 |
Notes:
- Brown’s 2024 compensation was prorated; disclosure confirms RSU elections and prorated awards for his September start .
- No option awards outstanding among trustees at year-end 2024 .
Performance Compensation
- RSU vesting schedule for trustees: RSUs vest upon the earlier of the day preceding the next Annual Meeting or a change in control; vested RSUs settle in common shares upon board departure or on a trustee-specified date set prior to grant .
- Change-in-control mechanics: Trustee RSUs accelerate on change in control as above; broader plan provisions describe acceleration or assumption/substitution of awards in corporate transactions .
Director Equity Terms
| Feature | Detail |
|---|---|
| Vesting trigger | Earlier of day before next Annual Meeting or change in control |
| Settlement | One common share per RSU upon board departure or trustee-elected date |
| Anti-hedging/pledging | Company prohibits hedging/pledging of Company securities by trustees |
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| American Hotel & Lodging Association | Exec Committee; Secretary/Treasurer | Non-profit/trade | No Company-related transactions disclosed |
| Other public company boards | None disclosed | — | — |
Disclosure confirms no related-party transactions requiring Item 404(a) reporting for Brown at election; independence reaffirmed .
Expertise & Qualifications
- Experiential/consumer discretionary: Deep hotel/franchise operations and development expertise aligned with EPR’s experiential focus .
- Financial literacy: Designated audit committee financial expert; high financial literacy .
- Strategic/human capital: Strategic planning and organizational design; human capital management experience from large-scale multinational leadership .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| William P. Brown | 3,656 | <1% | Nonvested RSUs outstanding at 12/31/2024: 3,656 units |
Ownership Alignment
- Share ownership guidelines (raised Feb 24, 2025): Trustees must hold ≥6x current annual retainer (up from 4x), to be achieved within four years of becoming a trustee .
- Anti-hedging/pledging policy in place; supports alignment and risk control .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~92.0% FOR, consistent with ~92.2% average support over 10 years; Compensation Committee cites strong investor endorsement of pay design .
Governance Assessment
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Strengths:
- Independent trustee with relevant sector expertise; sits on Audit and Compensation committees, enhancing oversight of financial reporting and human capital/pay practices .
- Audit financial expert designation; board-wide attendance strong; executive sessions led by Lead Independent Director .
- Director pay emphasizes equity via RSUs and allows RSU election at a premium, reinforcing ownership alignment; share ownership guidelines increased materially (6x retainer) .
- No related‑party transactions or independence issues disclosed; anti‑hedging/pledging policy reduces misalignment risk .
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Watch items / potential conflicts:
- Senior executive role at Marriott, a large hospitality operator; EPR’s experiential lodging exposure warrants ongoing monitoring for tenant or transaction overlaps. Company Independence Standards bar trustees tied to tenants until three years post‑relationship, and Board reaffirmed independence with no Item 404 transactions—reassuring but should be reviewed periodically as EPR’s lodging portfolio evolves .
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Compensation mix & signals:
- For 2024, majority of Brown’s total compensation was equity ($121,517 stock awards vs. $57,413 cash), aligning with shareholders; RSU time‑based vesting lacks performance metrics (common in director pay) but change‑in‑control acceleration is standard; no option repricing or tax gross‑ups .
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RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging, strong attendance; maintain vigilance on potential Marriott interlocks and continued compliance with enhanced ownership guidelines .